Share-Based Plans

12 Months Ended

Dec. 31, 2023

Share-Based Plans

Share-Based Plans

NOTE 16: Share-Based Plans

On April 19, 2022, the Corporation’s shareholders approved the C&F Financial Corporation 2022 Stock and Incentive Compensation Plan, (the 2022 Plan) for the grant of equity awards to certain key employees of the Corporation, as well as non-employee directors and consultants. The 2022 Plan authorizes the Corporation to issue equity awards in the form of stock options, restricted stock, restricted stock units and other stock-based awards. Since the 2022 Plan’s approval, equity awards have only been issued in the form of restricted stock.  

Prior to the approval of the 2022 Plan, the Corporation granted equity awards under the 2013 Stock and Incentive Compensation Plan, (the 2013 Plan).  The 2013 Plan authorized the Corporation to issue equity awards in the form of stock options, tandem stock appreciation rights, restricted stock, restricted stock units and/or other stock-based awards. All equity awards under the 2013 Plan were issued in the form of restricted stock.

As permitted under the plans, the Corporation awards shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up to five years, and restricted shares awarded to non-employee directors generally vest over periods up to three years.  A summary of the activity for restricted stock awards for the periods indicated is presented below:

	2023			2022			2021
		Weighted-			Weighted-			Weighted-
		Average			Average			Average
		Grant Date			Grant Date			Grant Date
	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Nonvested at beginning of year	145,677	$	48.88	140,577	$	48.57	155,945	$	48.52
Granted	36,945		62.87	36,435		54.18	41,912		47.83
Vested	(43,383)		50.59	(26,200)		54.73	(51,305)		48.11
Cancelled	(3,545)		49.37	(5,135)		48.28	(5,975)		45.87
Nonvested at end of year	135,694		52.13	145,677		48.88	140,577		48.57

The fair value of shares that vested during the years ended December 31, 2023, 2022 and 2021 were $2.52 million, $1.39 million, and $2.42 million, respectively.  Compensation is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense is charged to income ratably over the required service periods and was $1.99 million ($1.35 million after income taxes) in 2023, $1.97 million ($1.42 million after income taxes) in 2022 and $1.70 million ($1.16 million after income taxes) in 2021. As of December 31, 2023, there was $3.67 million of total unrecognized compensation cost related to restricted stock granted under the plan. This amount is expected to be recognized through 2028.